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Memocast, Inc. Terms of Use

Introduction; Your Agreement to these Terms of Use.

Welcome to the Memocast, Inc. (“Memocast”) web site – www.memocast.com – and any other web sites or services owned or operated by Memocast (the “Memocast Portal”).  This terms of use is for the customers, publishers, members, users, and others who visit and use the Memocast Portal (collectively or individually “Customers”).

BEFORE USING THE MEMOCAST PORTAL, PLEASE READ CAREFULLY THE FOLLOWING CONDITIONS AND TERMS OF USE.  By accessing, browsing and/or using THE MEMOCAST PORTAL, you acknowledge that you have read, understood, and agree to be bound by the following terms, including THE GUIDELINES BELOW, AND any FUTURE modifications (collectively, the “TeRMS”).  If you do not agree to theSE TermS, THEN please do not use THE MEMOCAST PORTAL.

 The MEMOCAST PORTAL is not FOR persons under the age of 13.  If you are under 13 years of age, then please do not use the Memocast Portal – there are lots of other great web sites for you.  Talk to your parents about what sites are appropriate for you.

NOTE TO KIDS under 18 years of age:  do not use The MEMOCAST PORTAL unsupervised.  If you are under 18 years of age, then you may only use the Memocast Portal under the supervision of your parents or guardians.

1.  Privacy Notice.  Your privacy is important to Memocast.  Memocast’s Privacy Notice is hereby incorporated into these Terms by reference.  Please read this notice carefully for details relating to the collection, use, and disclosure of your personal information.

2.  Individual Features and Services.  When using the Memocast Portal, you will be subject to any additional posted guidelines or rules applicable to specific media, videos, services, and features which may be posted from time to time (the “Guidelines”).  All such Guidelines are hereby incorporated by reference into the Terms.  For example, the Memocast Portal may offer you opportunities to enter contests or sweepstakes, and to win free membership benefits for referring your friends.

3.  Modification of the Terms.  We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time.  Please check these Terms and any Guidelines periodically for changes.  Your continued use of The Memocast Portal after the posting of changes constitutes your binding acceptance of such changes.  Please note that additional and/or different conditions and terms of use may apply to media, videos, or services provided through one or more of our partners or business associates, and you should refer to those before using such services.  For any material changes to these Terms, such amended terms shall automatically be effective 30 days after they are initially posted on the Memocast Portal.

4.  Ownership; Proprietary Rights.  The Memocast Portal is owned and operated by Memocast.  The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Memocast Portal that are provided by Memocast (“Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws.  For clarity, Memocast Materials do not include User Submissions or any other content owned by and submitted by Memocast Customers to the Memocast Portal.  All Materials contained on the Memocast Portal are the copyrighted property of Memocast or its subsidiaries or affiliated companies and/or third-party licensors.  All trademarks, service marks, and trade names are proprietary to Memocast or its affiliates and/or third-party licensors.  Except as expressly authorized by Memocast, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.

5.  Prohibited Uses.

5.1  Access to the Materials and the Memocast Portal from territories where their contents are illegal is strictly prohibited.  Memocast Customers are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy. 

5.2  Any use of any of the Materials other than for private, non-commercial use is strictly prohibited.  As a condition of your use of the Memocast Portal, you will not use the Memocast Portal for any purpose that is unlawful or prohibited by these Terms.  You may not use the Memocast Portal in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Memocast Portal.  You may not attempt to gain unauthorized access to the Memocast Portal, or any part of it, other accounts, computer systems or networks connected to the Memocast Portal, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Memocast Portal or any activities conducted on the Memocast Portal.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Memocast Portal.  You agree neither to modify the Memocast Portal in any manner or form, nor to use modified versions of the Memocast Portal, including (without limitation) for the purpose of obtaining unauthorized access to the Memocast Portal. 

5.3  The Memocast Portal may contain robot exclusion headers.  You agree that you will not use any robot, spider, scraper, or other automated means to access the Memocast Portal for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Memocast Portal.

5.4  You may not utilize framing techniques to enclose any trademark, logo, or other Materials without our express written consent.  You may not use any meta tags or any other “hidden text” utilizing Memocast’s name or trademarks without our express written consent. 

5.5  You may not deep-link to the Memocast Portal and will promptly remove any links that Memocast finds objectionable in its sole discretion.  You may not use any Memocast logos, graphics, or trademarks as part of the link without our express written consent.

6.  Account Information.  THE MEMOCAST PORTAL is not available to persons under the age of 13 or to any MEMOCAST CUSTOMERS suspended or removed from THE MEMOCAST PORTAL by MEMOCAST.  You agree that the information you provide to Memocast upon purchase or member registration and, at all other times, will be true, accurate, current and complete.  You also agree that you will ensure that this information is kept accurate and up-to-date at all times.

7.  Password.  When you purchase or download media and videos, create a “free” or “publisher” membership account, or upload new media, you will be asked to provide a password.  As you will be responsible for all activities that occur under your password, you should keep your password confidential.  You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.  If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number), you will immediately notify Memocast.  You may be liable for the losses incurred by Memocast or others due to any unauthorized use of your account.

8.  Customer Communications.  Under these Terms, you consent to receive communications from Memocast electronically.  We will communicate with you by email or by posting notices on the Memocast Portal.  You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

9.  Customer Service; Assistance with Orders; Feedback.

Please visit our Contact Us information page for further assistance.

10.  Availability of Products; Purchases.

10.1  Memocast may make changes to or discontinue any of the media, videos, products, or services available within the Memocast Portal at any time, and without notice.  The media, videos, products, or services on the Memocast Portal may be out of date, and Memocast makes no commitment to update these materials on the Memocast Portal. 

10.2  Regardless of the use of the word “purchase,” all content offered for download or other electronic delivery are offered for license, not purchase or sale, and are subject to these Terms and any other license terms and conditions applicable to such content, including limitations imposed by the use of digital rights management technology.  Your request to “purchase” particular content by downloading or other electronic delivery is personal to you, and the content may not be used, sold, rented, transferred, licensed, or otherwise provided to any other individual.  Licenses to use such content include only those rights explicitly stated in any Memocast Portal content usage rules or in the applicable ownership, license terms, or usage rules accompanying the particular content, and, for the avoidance of doubt, do not include the right to create a derivative works, to make copies other than for your own personal use, or to use the content in any commercial manner.

10.3  Memocast may impose an additional transaction fee based on any transactions associated with the Memocast Portal.  Such transaction fee will be disclosed to you prior to your agreement to complete the relevant transaction.

11.  Payment Terms.

11.1  All payments must be made by MasterCard, Visa, or American Express.  We do not accept cash, checks, or any other payment form.  You agree to pay for all products and services that you purchase through the Memocast Portal, and we may charge your selected payment method for any such payments.  You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, or expiration date) and notify Memocast if your selected payment method is cancelled (e.g., for loss or theft).

11.2  You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your children, family, or friends).  If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms.  Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount.  You are also responsible for paying any governmental taxes imposed on your purchase from or use of the Memocast Portal, including, but not limited to, sales, use, or value-added taxes.  To the extent Memocast is obligated to collect such taxes, the applicable tax will be added to your billing account.

12.  Returns; Refunds.  All media, videos, products, and services downloaded and all subscriptions purchased on the Memocast Portal are final and nonrefundable.

13.  Monitoring Customers and Content.  Memocast does not control the content posted by Customers and does not have any obligation to monitor such content for any purpose.  You acknowledge that you are solely responsible for all content and material that you submit on the Memocast Portal.

14.  Customer Submissions. 

14.1  The Memocast Portal may permit the submission and posting of media, videos, video reviews and comments, or any other content submitted by you and other users (“Customer Submissions”), and the sale, hosting, sharing, and/or publishing of such Customer Submissions.  You understand that whether or not such Customer Submissions are published or sold, Memocast does not guarantee any confidentiality with respect to any Customer Submissions.

14.2  You shall be solely responsible for your own Customer Submissions and the consequences of posting or publishing them.  In connection with Customer Submissions, you affirm, represent and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Memocast to use, all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Customer Submissions to enable inclusion and use of Customer Submissions in the manner contemplated by Memocast and these Terms, (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the Customer Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Customer Submissions in the manner contemplated by Memocast and these Terms.  For clarity, you shall retain all of your ownership rights in your Customer Submissions.  However, by submitting Customer Submissions to Memocast, you hereby grant Memocast a worldwide, non-exclusive, fully paid-up, royalty-free (unless otherwise agreed between you and Memocast), irrevocable, perpetual, sublicenseable, and transferable license to use, sell, reproduce, distribute, prepare derivative works of, display, perform, and otherwise exploit your Customer Submissions in connection with the Memocast Portal and Memocast’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the Memocast Portal (and derivative works thereof) in any media formats and through any media channels.  You also hereby grant to each user of the Memocast Portal a non-exclusive license to access your Customer Submissions through the Memocast Portal, and to use, reproduce, distribute, prepare derivative works of, display and perform such Customer Submissions as permitted by the functionality of the Memocast Portal and these Terms.

14.3  In connection with Customer Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post and sell the material and to grant Memocast all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Memocast or any third party; (iii) submit material that is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person.  Memocast does not endorse any Customer Submission or any opinion, recommendation or advice expressed therein, and Memocast expressly disclaims any and all liability in connection with Customer Submissions.  If notified by a user or a content owner of a Customer Submission that allegedly does not conform to these Terms, Memocast may investigate the allegation and determine in good faith and in its sole discretion whether to remove the Customer Submission, which it reserves the right to do at any time.  For clarity, Memocast does not permit copyright infringing activities on the Memocast Portal, and reserves the right to terminate access to the Memocast Portal, remove Customer membership rights, and remove all content submitted, by any persons who are found to be repeat infringers.

14.4  You understand that when using the Memocast Portal you will be exposed to Customer Submissions from a variety of sources, and that Memocast is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Customer Submissions.  You further understand and acknowledge that you may be exposed to Customer Submissions that are inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Memocast with respect thereto, and agree to indemnify and hold Memocast, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Memocast Portal.

14.5  Memocast permits you to link to your own Customer Submissions hosted on The Memocast Portal or Customer Submissions of other third parties available on the Memocast Portal for personal, non-commercial purposes only.  You understand that the Customer Submissions, whether or not linked or embedded into other web sites, are provided to you only on an “as-available” basis, and Memocast does not guarantee that their availability will be uninterrupted or bug free.  Memocast reserves the right to discontinue any aspect of the Memocast Portal at any time, including the right to discontinue the display of any Customer Submissions or linked or embedded content either generally or in specific cases.

15.  Usage Rules; Member and Customer Conduct.

You understand and hereby agree that you will not:

15.1  REGISTER ON, PURCHASE FROM, OR USE IN ANY WAY, THE MEMOCAST PORTAL IF YOU ARE UNDER THE AGE OF 13 YEARS OLD;

15.2  use the Memocast Portal to “stalk”, harass, abuse, defame, threaten, or defraud other Customers, or collect, attempt to collect, or store personal information about other Customers without their consent;

15.3  post, send, or transmit any information which a reasonable person could deem to be offensive, pornographic, harassing, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate, regardless of whether such is actually unlawful;

15.4  impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Memocast Portal accounts of others without permission; engage in sender address falsification, forge another user’s digital or manual signature, or perform any other similar fraudulent activity;

15.5  share Memocast-issued passwords with any third party or encourage any other user to do so;

15.6  make unsolicited offers, advertisements, proposals, or send junk mail, to other Customers.  This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;

15.7  post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights;

15.8  misrepresent the source, identity, or content of information transmitted via the Memocast Portal;

15.9  use the Memocast Portal for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy, and import or export control;

15.10  remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Memocast Portal, features that prevent or restrict the use or copying of any content accessible through the Memocast Portal, or features that enforce limitations on the use of the Memocast Portal;

15.11  intentionally interfere with or damage the operation of the Memocast Portal or any Customer’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code;

15.12  fail to deliver payment for any purchases or downloads made on or through the Memocast Portal;

15.13  use the Memocast Portal for any commercial use, it being understood that the Memocast Portal is for personal, non-commercial use only.

16.  Notice.  Except as explicitly stated otherwise, legal notices shall be served on Memocast’s national registered agent or to the email address you provide to Memocast during the registration process.  Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid.  Alternatively, we may give you legal notice by mail to the address provided during the registration or purchase process.  In such case, notice shall be deemed given three days after the date of mailing.

17.  Member Disagreements.  You alone are responsible for your involvement with other Customers.  Memocast reserves the right, but has no obligation, to monitor disagreements between you and other Customers.

18.  Violations; Termination.  You agree that Memocast, in its sole discretion and for any or no reason, may terminate any member, customer, or publisher account (or any part thereof) you may have at the Memocast Portal or your use of the Memocast Portal, and remove and discard all or any part of your account or any Customer Submission, at any time.  Memocast may also in its sole discretion and at any time discontinue providing access to the Memocast Portal, or any part thereof, with or without notice.  You agree that any termination of your access to the Memocast Portal or any account you may have or portion thereof may be effected without prior notice, and you agree that Memocast shall not be liable to you or any third-party for any such termination.  Memocast does not permit copyright infringing activities on the Memocast Portal, and reserves the right to terminate access to the Memocast Portal, and remove all content submitted, by any persons who are found to be repeat infringers.  Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Memocast Portal may be referred to appropriate law enforcement authorities.  These remedies are in addition to any other remedies Memocast may have at law or in equity. 

19.  Disclaimers; No Warranties.  THE MEMOCAST PORTAL AND ANY THIRD-PARTY VIDEOS, MEDIA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE MEMOCAST PORTAL ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.  TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MEMOCAST, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. 

MEMOCAST, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MEMOCAST PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE MEMOCAST PORTAL OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

MEMOCAST, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MEMOCAST PORTAL IN TERMS OF IT CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.  YOU (AND NOT MEMOCAST NOR ITS SUPPLIERS AND PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION.  YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD, PURCHASE, OR OTHERWISE OBTAIN MEDIA, VIDEOS, MATERIAL, OR OTHER DATA THROUGH THE USE OF THE MEMOCAST PORTAL AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH MATERIAL OR DATA.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

20.  Indemnification; Hold Harmless.  You agree to indemnify and hold Memocast, and its affiliated companies, and its suppliers and partners, harmless from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Memocast Portal, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants.  Memocast reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

21.  Waiver.  A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision.  The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party’s right at a later time to enforce the same.  A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.

22.  Limitation of Liability and Damages.  UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL MEMOCAST OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE MATERIALS ON THE MEMOCAST PORTAL, THE MEMOCAST PORTAL ITSELF, OR ANY OTHER INTERACTIONS WITH MEMOCAST, EVEN IF MEMOCAST OR A MEMOCAST AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  IN SUCH CASES, MEMOCAST’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL MEMOCAST’S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE MEMOCAST PORTAL (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE MEMOCAST PORTAL OR FOR YOUR PURCHASES OR DOWNLOADS FROM THE MEMOCAST PORTAL DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED TO YOU BY THIRD PARTIES OTHER THAN MEMOCAST AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE MEMOCAST PORTAL OR RECEIVED BY YOU THROUGH ANY LINKS PROVIDED ON THE MEMOCAST PORTAL.

23.  Digital Millennium Copyright Act Compliance.  If you are a copyright owner or an agent thereof, and believe that any Customer Submission or other content hosted on the Memocast Portal infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail): 

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Memocast Portal are covered by a single notification, a representative list of such works from the Memocast Portal;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Memocast to locate the material;

(iv) Information reasonably sufficient to permit Memocast to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Memocast's designated Copyright Agent to receive notifications of claimed infringement is: Memocast, Inc. at P.O. BOX 321198, LOS GATOS, CA 95032-1198, email: info@memocast.com, fax: 1-408-317-1841. For clarity, only DMCA notices should go to the Memocast Copyright Agent; any other feedback, comments, requests for technical support or other communications should be directed to Memocast customer service at info@memocast.com. You acknowledge that if you fail to comply with all of the requirements of this Section __ your DMCA notice may not be valid.

24.  Miscellaneous.

24.1  Governing Law.  These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.

24.2  Jurisdiction.  You agree that any action at law or in equity arising out of or relating to these Terms or the Memocast Portal shall be filed only in the state or federal courts in and for Santa Clara County, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. 

24.3  Severability.  If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

24.4  Assignment.  The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Memocast without restriction.

24.5  Survival.  Sections 3, 4, 5, 8, 11, 14, 16, 17, 19, 20, 22, 23, and 24 will survive any termination of these Terms. 

24.6  Headings.  The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

24.7  Entire Agreement.  This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by Memocast as set forth in Section 3 above.

24.8  Claims.  YOU AND MEMOCAST AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE MEMOCAST PORTAL MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES.  OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

24.9  Disclosures.  The services hereunder are offered by Memocast, Inc., located at

 P.O. BOX 321198, LOS GATOS, CA 95032-1198,

Email: info@memocast.com.  If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.